Constitution for a Company Limited by Guarantee (Not for Profit)

A Constitution is an essential and crucial document that regulates your company's activities and the relationship between members and directors. This Constitution is specifically tailored for a not-for-profit company limited by guarantee, and contains clauses that meets legal requirements for such companies.

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Last updated April 29, 2025

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Suitable for Australia

Constitution for a Company Limited by Guarantee (Not for Profit)

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What is a constitution for a company limited by guarantee (not for profit)?

A constitution is a legal document that sets out the rules for governing a not-for-profit company limited by guarantee, including how it operates and the roles of its members and directors.
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When should you use a constitution for a company limited by guarantee (not for profit)?

Use this constitution if you are setting up or running a not-for-profit company limited by guarantee and want tailored governance rules instead of relying on the default replaceable rules in the Corporations Act.
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What should be in a constitution for a company limited by guarantee (not for profit)?

It should include the company’s structure, meeting rules, member and director rights and duties, voting procedures, and provisions that ensure compliance with not-for-profit legal requirements.
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Frequently asked questions

How does this constitution protect the interests of members and directors?

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What are the main limitations of using this constitution?

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Can this constitution be customised to suit our organisation’s needs?

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What legal requirements does this constitution help meet?

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What steps are required to adopt or amend this constitution?

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How does this document interact with replaceable rules?

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Is this constitution suitable for all Australian states and territories?

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View Sample Constitution for a Company Limited by Guarantee (Not for Profit)

Constitution for a Company Limited by Guarantee (Not for Profit)
risk level indicator at Medium level

The Legal Risk Score of a Constitution for a Company Limited by Guarantee (Not for Profit) Template is Medium

Our legal team have marked this document as medium risk considering:

  • Directors may face situations where their personal interests could conflict with the interests of the company, which could affect decision-making and governance.
  • The process for admitting or removing members is strictly regulated, which could limit the company's ability to quickly adapt to new opportunities or challenges by altering its membership.
  • The document sets specific protocols for directorial actions and decisions, which might restrict the directors' ability to swiftly respond to unforeseen circumstances or innovative opportunities.

Meet Our Users

Articles about Constitution for a Company Limited by Guarantee (Not for Profit)

What is a Company Limited by Guarantee in Australia
By Ilyas Omari|Jun 2, 2025

What is a Company Limited by Guarantee in Australia

What is a company limited by guarantee? Read this article to learn what they are and how these companies are used.

5 Key Things to Include in Your Company Constitution
By Eamon Fraser-Crooks|Nov 21, 2025

5 Key Things to Include in Your Company Constitution

A company constitution governs how a company is managed. Read this article to learn what things you should consider when writing your company's constitution

How To Start a Not-for-Profit Orginisation
By Emma Bartlett|Dec 16, 2025

How To Start a Not-for-Profit Orginisation

If you’re wondering how to start a not-for-profit organisation in Australia, this guide is for you. Start running a compliant NFP today.

Companies Limited by Guarantee: Can They Pay Dividends?
By Alex Cheng|Sep 7, 2020

Companies Limited by Guarantee: Can They Pay Dividends?

Companies limited by guarantee are a common type of company. Find out if you can still pay dividends in this article.

Company Constitution vs Shareholders Agreement
By Shrishti Shah|Dec 1, 2025

Company Constitution vs Shareholders Agreement

A company constitution and shareholders agreement are both crucial documents when starting your company. Find out how they're different in this article.

Memorandum and Articles of Association: an Explainer
By Chloe Yoo|May 23, 2024

Memorandum and Articles of Association: an Explainer

Find out everything you need to know about memorandum and articles of association and whether or not your business needs it.

Limited By Shares vs Limited by Guarantee: The Differences?
By Ilyas Omari|May 23, 2024

Limited By Shares vs Limited by Guarantee: The Differences?

Companies can either be limited by shares or guarantee. Read this article to find out the difference between them.

Replaceable Rules in the Corporations Act Explained
By Naga Vamaraju|Nov 21, 2025

Replaceable Rules in the Corporations Act Explained

There are certain rules in the Corporations Act you can replace through a constitution. Here is an explanation of what these replaceable rules are.

A Guide to the Corporations Act 2001 for Australian Companies
By Ilyas Omari|May 28, 2025

A Guide to the Corporations Act 2001 for Australian Companies

Understand the Corporations Act 2001 and its significance for Australian businesses and learn about recent amendments and more.

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